SiNtx Technologies Inc (SINT)

[CL101]

Happy New Year Bulls:

======================

My last post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137233766

Boston's blog:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136941020

=====Today price action============

Sneaky short covering in the work + crap talking (POS stock) + pull FUD like (Pump & Dump, dilutions, blah blah) + drive pps down (manipulate by spending some of their shares), then rinse & repeat...wonder how many net amount of shares they can steal from weak hands? In short... they are hiding their motives & intentions that they are buying shares!!! Takes thousands of shares to move share price up & 100s of shares to push it back down to the same level. SMH!

& of course there were new buyers step in as well.

=======Q & A============

OhMan:

Please read the dilution section in this post...20% rule on unregistered offering = 0% this will happen man = not enough $ to get anything done. Only option = warrant conversions from M&A news.

Can you please replace this post w/ the old sticky post up there? Thanks!

Boston:

EOY ...rush to file all the Amendments = 100% ready to sign the M&A deals.

They are back from New Year break now...They are possibly signing the M&A deals this few days man (if they haven't signed the deal last week)...as soon as they sign the M&A deals, they have 4 business days to file the 8-K & PR to investors.

Time stamp for the deal = 2018 & have no impact on ZBH 2017 Financial Statements.

I don't know if they signed the deal last week or this week. We will all find out real soon man.

Please show Ihub some appreciation by pulling more visitors from streaming type of forum to read the real DDs on AMDA in this forum.

==========BO Valuation============

I use this logic to estimate the BO price:

1. Company A pull in $1 bil revenue & Company B pull in $1 bill revenue as well. If they merge to form company C, then each will hold 50% stake of Company C.

&

2. When a big company acquires a tiny company, the basic rule is 5 years+ penetration period to generate $X amount of revenue from the products/techs acquired ... by using the combined resources from both companies. It means by the 5th year, the $X amount of revenue per that year generated from using the acquired products/techs of the tiny company (using combined resources of both companies) = will dictate the estimated the total BO valuation.

So i apply the same logic to these real M&A examples below:

=========EXAMPLE 1================

https://www.prnewswire.com/news-releases/zimmer-biomet-to-acquire-ldr-to-enhance-innovation-and-growth-of-spine-business-300280746.html

IPR&D valuation = $2 mils only

LDRH = $1000 mils ($1bil) BO price = cash deal (no CVR)

ZBH PPS at time of M&A news = $121 per share

$1000 mils / $121 per share = around 8.26 mils shares of ZBH

M&A news in June 2016 = I use ZBH 10-K for 2015:

https://www.sec.gov/Archives/edgar/data/1136869/000119312516485039/d112646d10k.htm#tx112646_10

Page 21 = revenue $5,997.8 mils & OS 189.8 mils shares


So: 8.26 mils shares / 189.8 mils shares = 4.35 % = LDRH & ZBH = 95.65%

It means by the 5th year, LDRH's products/techs + combined resources of both companies will need to generate about:

4.35% X $5,997.8 mils = $261 mils revenue per year in 2021 (5 years from 2016)!

LDRH pulled in $160 mils revenue per year at the time of the acquisition.

In 2017, they helped ZBH to pull in around $170+ mils

Total addressable market of the tech is around $4.5 billions by 2025.

====EXAMPLE 2==============

http://www.massdevice.com/stryker-acquire-french-spinal-implant-maker-vexim-216m/

IPR&D valuation = unknown as of now (2017 10-K from SYK will show these info later)

VEXIM = $216 mils BO price = cash deal

SYK PPS at time of M&A news = $150 per share

$216 mils / $150 per share = around 1.44 mils shares of SYK

M&A news in Oct 2017 = I use SYK 10-K for 2016:

https://www.sec.gov/Archives/edgar/data/310764/000031076417000034/syk10k123116.htm

Page 27 = revenue $11,325 mils & OS 378.5 mils shares


So: 1.44 mils shares / 189.8 mils shares = .38 % = VEXIM & SYK = 99.62%

It means by the 5th year, VEXIM's products/techs + combined resources of both companies will need to generate about:

.38% X $11,325 mils = $43 mils revenue per year in 2022 (5 years from 2017)!

VEXIM pulled in $21 mils revenue per year at the time of the acquisition.

https://us.vexim.com/investors/

only EURO clearances so far ... in USA = pending clinical trials & No clearance yet & the total addressable market of the tech is tiny.

=======EXAMPLE 3============

https://www.streetinsider.com/Corporate+News/Allergan+%28AGN%29+to+Acquire+Tobira+Therapeutics+%28TBRA%29+for+%2428.35Share+in+Cash+and+up+to+%2449.84+in+CVRs/12053150.html

IPR&D valuation = $1357 mils

TBRA = $1695 mils ($1.695 bil) BO price total = cash + CVR deal

AGN PPS at time of M&A news = $240 per share

$1695 mils / $240 per share = around 7.06 mils shares of AGN

M&A news in Sept 2016 = I use AGN 10-K for 2015:

https://www.sec.gov/Archives/edgar/data/1136869/000119312516485039/d112646d10k.htm#tx112646_10

Page 57 = revenue $15,071 mils & OS 367.8 mils shares


So: 7.06 mils shares / 367.8 mils shares = 1.92 % = TBRA & AGN = 98.08%

It means by the 5th year, TBRA's products/techs + combined resources of both companies will need to generate about:

1.92% X $15,071 mils = $289 mils revenue per year in 2021 (5 years from 2016)!

TBRA pulled in $1 mils revenue per year at the time of the acquisition.

Failed phase 2B clinical trials at the time of acquisition & No FDA clearance on any drug.

Pending Phase 2 clinical trials results as of now.

Total addressable market of the tech is around $20 billions by 2025

=========EXAMPLE 4 ==============

A full grown company like Whole Food Market. Amazon used a different approach:

https://www.sec.gov/Archives/edgar/data/865436/000157104917006849/t1702075-defm14a.htm

(Page 36):

2021 projected revenue = $19,238 mils

2017 estimated revenue = $15,887 mils

2016 booked revenue = ? $15,724 mils

Trading at $35 per share & BO price at $42 per share...the calculations:

(Year 2021) $19,238 / $15,887 (Year 2017) = 121% (21% growth) = 5 years later!

$42 / $35 = 120% (20% premium) paid.

Amazon took over $1+ bil long term debt as well.

=========AMDA===============

AMDA BO valuation should be similar to example 1, 2, & 3 above:

ZBH 2016 revenue = $7,683.9

ZBH fully diluted share count = 202.4 mils.

PPS trading at $120 average price.

AMDA fully diluted share count + 10% Change of Control incentive = 5 mil shares total.

Scenario 1:

If BO price using share swapping, 1 share of AMDA = .5 share of ZBH = 2.5 mils ZBH shares (half of AMDA 5 mils total shares) X $120 = $300 mils, then

2.5 mils shares / 202.4 mils total shares = 1.24% for AMDA & ZBH = 98.76%

1.24% X $7,6839 mils = $95 mils revenue per year by 2022 (2018 + 5 years penetration period)

IT MEANS IF ZBH PAYS $300 MILS TO ACQUIRE AMDA NOW, THEY WILL EXPECT TO SEE $95 MILS REVENUE PER YEAR PULL IN FROM AMDA'S PRODUCTS / TECHS + SYNERGIES (combined resources of both companies) for the year 2022

ZBH EPS drops 1 penny only!

Scenario 2:

If BO price using share swapping, 1 share of AMDA = 1 share of ZBH = 5 mils ZBH shares X $120 = $600 mils, then

$95 mils above X 2 = $190 mils

IT MEANS IF ZBH PAYS $600 MILS TO ACQUIRE AMDA NOW, THEY WILL EXPECT TO SEE $190 MILS REVENUE PER YEAR PULL IN FROM AMDA'S PRODUCTS / TECHS + SYNERGIES (combined resources of both companies) for the year 2022

ZBH EPS drops 2 pennies only!

Scenario 3:

If BO price using share swapping, 1 share of AMDA = 2 shares of ZBH = 10 mils ZBH shares X $120 = $1200 mils ($1.2 Bil), then

$190 mils above X 2 = $380 mils

IT MEANS IF ZBH PAYS $1200 MILS TO ACQUIRE AMDA NOW, THEY WILL EXPECT TO SEE $380 MILS REVENUE PER YEAR PULL IN FROM AMDA'S PRODUCTS / TECHS + SYNERGIES (combined resources of both companies) for the year 2022

ZBH EPS drops 3 pennies only!

Scenario 4:

If BO price using share swapping, 1 share of AMDA = 3 shares of ZBH = 15 mils ZBH shares X $120 = $1800 mils ($1.8 Bil), then

$380 mils above X 1.5 = $540 mils

IT MEANS IF ZBH PAYS $1800 MILS TO ACQUIRE AMDA NOW, THEY WILL EXPECT TO SEE $540 MILS REVENUE PER YEAR PULL IN FROM AMDA'S PRODUCTS / TECHS + SYNERGIES (combined resources of both companies) for the year 2022

ZBH EPS drops 4 pennies only!

=========================

I am a lazy person...so I use a very simple & easy way to estimate the total revenue that AMDA's Si3N4 tech will help ZBH to generate in the year 2022 (in millions):

Spine - 50
Dental - 50
Hips - 50
Knees - 50
Ankles - 50
Shoulders - 50
Japan - 50
China - 50
Brazil - 25
Australia - 25
Metal Brazing - 25
others - 25

conservatively...roughly about $500 mils revenue per year easily in 2022 (5 years penetration period from 2018) ... now you can see my "guess-timate" BO #s. LMAO!

Oops..fair & square? You tell me...obviously, I know the tech can pull in much more revenue for ZBH by 2022 (when all product lines from Si3N4 tech are fully developed!)

Side note: ZBH = 19k employees vs. AMDA = 35 employees = almost 600 times bigger! AMDA can generate testing revenue alone of $12 mil per year...take that #s X by 10 - so easy for ZBH big sale teams to generate $100 mil alone yearly just in Spine!

&

Now we look at AMDA current Fair Valuation from another perspective:

First off, Audit Fee comparison:

https://www.sec.gov/Archives/edgar/data/1269026/000119312514124269/d698775d10k.htm#toc698775_22


2013 = $1,187,300 vs. 2012 = $265,372 >>>> 5 FOLDs different!

Why? AMDA IPO on Feb 2014:

http://www.nasdaq.com/markets/ipos/company/amedica-corp-603456-73919

They spent 5 times audit fee in 2013 compares to 2012 to find the fair valuation of AMDA prior IPO. The Fair Value was about $80 mils. Fast forward 4 years, they spent about $100 mils paid-in capital in addition to the original $80 mils IPO valuation...so I think AMDA fair valuation as of now should be in the $300 mils minimum:

$80 mils IPO + $100 mils additional paid-in capital + all these new patents, new clearances (Pending big ones like Japan) + milestones + clinical studies, customer relationships (Weigao, Morgan Advanced Materials, DENSPTLY, NGK, etc...)

&

The recent 10-K/A showed AMDA spent 5X audit fee again...fee paid to auditors to put a fair valuation on AMDA! why??? IPO again? SELLING THE COMPANY TO ZIMMER MAN!

If you have a goose that can lay golden eggs & valued at $300 mils...if someone want to buy your awesome goose & have all the gold eggs that are laid in the future for themselves.

How much do you think the goose should be sold for?

=============ZBH Leadership Team===============

1. ZBH new CEO Bryan notified MDT regarding his resignation on Dec 18th, 2017 & quickly accepted CEO position at ZBH the next day, Dec 19th, 2017. Look at this:

Former Employer Prorated Bonus Forfeiture Replacement (page 2)

&

Replacement Equity Award for Forfeited Equity Awards (page 3)

https://www.sec.gov/Archives/edgar/data/1136869/000119312517376624/d520208dex101.htm

This tells us that he actually gave MDT a middle finger! So there won't be a BS speculation that he is the bridge to connect ZBH & MDT! His job is to make sure ZBH eat into MDT's profitable Spine business!

2. ZBH now has a new Spine President (in-house promotion):

https://www.sec.gov/Archives/edgar/data/1136869/000091191618000010/xslF345X02/edgar.xml

http://www.zimmerbiomet.com/corporate/about-zimmer-biomet/leadership.html

Bruneau Aure as Group President, Spine, CMF, Thoracic and Surgery Assisting Technologies (Without Dental)

NO PR on this yet??? Looks like it will be on the same PR together with AMDA acquisition later!

As I have said before, ZBH will split Spine & Dental into 2 separate groups...Spine & Dental are Zimmer's weakest links. Primarily, it makes sense that they will launch an attack in both Spine & Dental market right after AMDA acquisition.

========= Hercules Loan==============

It looks like they got the letter of consent from Hercules to announce the M&A. The deals either includes the tiny balance left on the loan or they will pay the loan off from the proceeds of warrant conversions later (of course after the M&A news announcement).

https://www.sec.gov/Archives/edgar/data/1578845/000156459017020864/agn-10q_20170930.htm

(Page 23) = Indebtedness - (15.9) mils = AGN took over $15.9 mil debt from TBRA.

Hercules's tiny loan balance (plus the loan end fee):

1. Announce M&A news = $15 mil from warrant conversions = use this money to pay off the loan balance later w/ additional fee charge (based on the agreements w/ Hercules)

2. Zimmer can take over the loan balance as well... just like TBRA & AGN scenario.

====HSR filing with FTC once M&A news announced======

1. I bet you 100% they will have to file w/ FTC.

2. There won't be a problem from FTC & they can ask for premerger early termination between 7th to 15th day after they filed the HSR w/ FTC. It will be on this page (Zimmer & AMDA will have to PR it too):

https://www.ftc.gov/enforcement/premerger-notification-program/early-termination-notices

http://www.getfilings.com/sec-filings/160607/ZIMMER-BIOMET-HOLDINGS-INC_8-K/d208796dex992.htm (Page 9)

ZBH 5% market share + LDR 2% = 7% Total = FTC OK!

ZBH 7% market share + AMDA .3% (not even showing in the pie) = 7.3% Total = FCT OK!

3. Below is the example of merger that FTC will not allow:

https://www.ftc.gov/enforcement/cases-proceedings/151-0065/staplesoffice-depot-matter

https://www.bloomberg.com/news/articles/2016-05-10/staples-office-depot-merger-blocked-as-anticompetitive

====================

I posted this 6 months ago:

Financial, Litigations, Tax, etc...

"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"

https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc

THE DESPERATE BEARs SAY "AUDIT 3 YEARS FINANCIAL TO DO OFFERING" = LMAO!

==========================

AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many type of market (Shoulders, Ankles, Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications)...In addition, Japan Clearance + Huge Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...

I believe the BO valuation will be interesting & I can't wait to read the details of the deal. These guys will make sure the BO price will be fair & square:

https://fintel.io/so/us/amda (Since Sep 30th, 2017 could be more by now)

So I am not stressing out (over the BS slinging from BEARs) ... that the tech will be stolen for cheap! It can't be cheaper than the paid-in capital:

https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)

https://www.business-case-analysis.com/paid-in-capital.html

Also, their IPR&D valuation should be enormous based on the addressable market potential. Check Boston's blog to see crazy addressable market size of the tech in details. Just google ... you will find the same public info Boston found.

BULLs, use your "greedy" imagination for the BO price!

=====================

Wink @ BLUE POPEYES:

Warum versteckst du dich wie eine Ratte?

am meisten zwielichtiger Charakter!

Static type of Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases to aid the attack on the share price.

Streaming type of Forum = INDIRECTLY spreading F.U.D. like "dilution coming", "BK", "Going Private"? all false rumors...

Can you please post the FAKE BK article again in the mainstream? Please help the SEC out:

https://www.sec.gov/news/press/2008/2008-64.htm

https://www.sec.gov/news/press-release/2017-176

https://www.bloomberg.com/news/articles/2016-05-17/wall-street-faces-new-front-for-lawsuits-after-top-court-ruling

So be careful when you spread false rumors that AMDA is going BK or going Private to help you to manipulate price! Don't get caught by SEC & become BUBBA's girlfriend later!

What is a BK company looks like?

https://www.businesswire.com/news/home/20171212005551/en/Dextera-Surgical-Files-Chapter-11-Bankruptcy-Signs

https://www.sec.gov/Archives/edgar/data/1178104/000143774917018897/crdc20170930_10q.htm:

1. Total stockholders' deficit $(8,291) <<< NEGATIVE (page 2)

2. Revenue = $694K = Basically close to no income (page 3)

3. Net loss $(3,537) <<< $3.537 mils loss per quarter w/ NO income! (page 4)

4. "expects to incur losses for the next several years." (page 8)

5. https://www.sec.gov/cgi-bin/browse-edgar?CIK=dxtr&owner=exclude&action=getcompany

*** search item 3.01...you will see tons of NASDAQ delisting warnings regarding the stock equity issue ***

6. etc...more in their SEC filings

Here is the link to the docket files of DXTR BK case (read their motions, you will see many reasons for them to file BK case):

http://www.omnimgt.com/mobile/documents?clientId=2402&tagid=974

*** AMDA has no ground to file any type of BK cases w/ BK courts!!! ***

==========================

Now let's talk about "dilution" ... F.U.D. by BEARs:

1. S-3 = ineligible for many months due to NT 10-K Filed (WILL NOT HAPPEN)

2. S-1 = takes 40+ days = by the time CASH in the coffer = almost mid Feb 2018! ... but Hercules last payment due by Jan 1st, 2018! Aren't the BEARs have been waiting for the S-1 from Sonny since the late 1s & 2nd Qs filed (Nov 1st)? LMAO! (WILL NOT HAPPEN)

3. Ah...a joke ... maybe Sonny will put some shares in a basket & put up a tent at the flea market & sell these shares to people at the flea market for quick cash? SMH! (WILL NOT HAPPEN)

4. Private Placement = running out of time as well ... also, this is protected by "anti-dilutive 20%" rule from SEC:

https://media2.mofo.com/documents/faqsthe20percentrulenonregisteredsecurities.pdf

20% or over = shareholders voting require = 30 days to set up the vote!

19% of 3 mil shares = less than 600K shares

So 600K X $2.50 (this is the BEARs' pipe dream!) = $1.5 mils (NOT enough to pay Hercules $1.6 mils loan end fee plus $500K amount of last payment of the loan.) (WILL NOT HAPPEN)

Hence, there is only one way that works...

5. Exercise Warrants (3 scenarios) for M&A events:

a. M&A news = $15 mils in the coffer instantly from warrants exercise in full price. Enough $$$ to wrap things up & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.

b. M&A after Warrants Exercise = Desperate move by Sonny (I highly doubt he will give discount to them)...50% MAXIMUM discount from the original exercise price of $6.50 & $12.60...please see the image below for the details of calculations...all data pulled from AMDA 3rd Quarter Financial Statement & past offering filings:

https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)

https://imgur.com/a/GASqs

c. M&A news announced, the deal includes Indebtedness (Hercules + Sonny LLC) like the TBRA example i showed above. Warrants Exercise while the deal is being closed.

*** Time is running out for the BEARs! ***

=======================

My observations on share price:

First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 4.5 millions fully diluted shares (which is directly connected to the payout per share in the event of M&A ... derive from total BO valuation). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).

====================

Strategically for both Zimmer & AMDA:

Japan clearance could be here this month (we are at the 6th month since the QMS process). If the M&A announcement this week, by the time the deal closes or even during the deal is being closed...Japan clearance should be in. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institution investors off. Hurry up & pull the trigger Zimmer!

* Retail investors only care about when the deals announcement to cash out *

I am banking big on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!

It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:

It's all about SYNERGY! 1. One has the tech, 2. one has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors to cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial types!

=======================

My risk & reward mentality:

In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the M&A), the BEARs will be game over! In the event of BK (Hercules is about to get paid off in 11 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!

====================

Long & Strong until M&A day

DON'T feed the BEARS

HOLD tight to your shares

STEAL the cheap shares that they use to paint the chart

BEARs play mind games on BULLs like Harry S. Truman's Quote:

"If you can't convince them, confuse them."

The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs! Promote other tickers = telling the retail investors to sell AMDA shares & invest elsewhere ... good try...good try...randoms act of kindness again...wink*

This is the way I interpret all the BEARs BS spinning:

1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!

2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!